Sailfish Closes Silver Stream with Mako Mining; Announces Closing of Private Placement of Convertible Debentures
Tortola, British Virgin Islands--(Newsfile Corp. - May 25, 2023) - Sailfish Royalty Corp. (TSXV: FISH) (OTCQX: SROYF) (the "Company" or "Sailfish") is pleased to announce that the Company has closed its previously announced 24-month silver stream (the "Silver Stream") from Mako Mining Corp. ("Mako") for US
As Mako and Sailfish have a common control person, the Silver Stream was a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"); however, Sailfish was exempt from the formal valuation requirements of MI 61-101 by virtue of the exemption contained in section 5.5(a) and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 as the fair market value of the consideration did not exceed
Convertible Debenture Private Placement
The Company is also pleased to announce that it has closed the previously announced non-brokered private placement (the "Offering") of unsecured convertible debentures (each a "Convertible Debenture") at a price of US
Each Convertible Debenture bears interest at
If at any time prior to the Maturity Date, the closing price of the Shares is greater than CAD
Accrued interest will be paid, at the election of the Company, either: (i) in cash; or (ii) subject to the approval of the TSXV, through the issuance of Shares at a price per Share equal to the greater of: (A) the twenty day average closing price of the Shares on the TSXV immediately before the date the Shares are issued in satisfaction of accrued interest; and (B) the closing price of the Shares on the TSXV on the date immediately before the date the Shares are issued in satisfaction of accrued interest.
The Offering was integral to the Silver Stream, and therefore the Company relied on the 'part and parcel pricing' exemption allowed by the TSXV. The Offering is subject to final approval of the TSXV. All securities issued in connection with the Offering, including the Shares underlying the Convertible Debentures, will be subject to a statutory four-month hold period.
Wexford Catalyst Trading Limited and Wexford Spectrum Trading Limited (the "Interested Parties") purchased an aggregate of US
The securities offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons (as such term is defined in Regulation S promulgated under the U.S. Securities Act), absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities to, or for the account or benefit of, persons in the United States or U.S. persons, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Sailfish
Sailfish is a precious metals royalty and streaming company. Within Sailfish's portfolio are three main assets in the Americas: a gold stream equivalent to a
Sailfish is listed on the TSXV under the symbol "FISH" and on the OTCQX under the symbol "SROYF". Please visit the Company's website at www.sailfishroyalty.com for additional information.
For further information: Paolo Lostritto, CEO, tel. 416-602-2645 or Akiba Leisman, Executive Chairman, tel. 917-558-5289.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Notes Regarding Forward-Looking Statements:
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, are forward- looking statements, including statements regarding the expectation that the Company will receive all necessary approvals for the completion of the Silver Stream Agreement and Offering, including the final approval of the TSXV. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that that the Company will receive all necessary approvals for the completion of the Silver Stream Agreement and Offering, including the final approval of the TSXV. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation that the Company will not receive all necessary approvals for the completion of the Silver Stream Agreement or the Offering, including the final approval of the TSXV. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement or forward-looking information contained herein, except in accordance with applicable securities laws.
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